Harel Insurance Investments & Financial Services Ltd. reports beneficial ownership of 3,153,440 ordinary shares of Nova Ltd., representing 10.6% of the company’s ordinary share class. This percentage is calculated based on 29,652,464 ordinary shares outstanding as of June 30, 2025.
Of the reported amount, 3,040,277 shares are held for public investors through funds and insurance products managed by Harel subsidiaries, 41,948 shares are in third-party client accounts managed by a subsidiary as portfolio manager, and 71,215 shares are held for Harel’s own account. Harel states the filing should not be construed as an admission that it is the beneficial owner of more than the 71,215 shares held for its own account. The filing also confirms the shares were not acquired to change or influence control of Nova Ltd.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)
NOVA LTD.
(Name of Issuer)
Ordinary Shares, no par value per share
(Title of Class of Securities)
M7516K103
(CUSIP Number)
02/05/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,111,492.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,153,440.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,153,440.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.6 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With regard to Rows (6), (8) and (9), please see Item 4.
Row (11) is based on 29,652,464 Ordinary Shares issued and outstanding as of June 30, 2025 (as reported by the Issuer in Exhibit 99.2 to its Report on Form 6-K filed with the Securities and Exchange Commission on September 2, 2025).
Address or principal business office or, if none, residence:
3 Aba Hillel Street, Ramat Gan 52118, Israel
(c)
Citizenship:
Israel
(d)
Title of class of securities:
Ordinary Shares, no par value per share
(e)
CUSIP No.:
M7516K103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Of the 3,153,440 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 3,040,277 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 41,948 Ordinary Shares are held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 71,215 Ordinary Shares are beneficially held for its own account. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 71,215 Ordinary Shares covered by this Statement.
(b)
Percent of class:
See Row (11) of the cover page of the Reporting Person above.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
See Row (6) of the cover page of the Reporting Person above and note in Item 4 above.
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
See Row (8) of the cover page of the Reporting Person above and note in Item 4 above.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership stake in Nova Ltd. does Harel Insurance report in this Schedule 13G/A for NVMI?
Harel Insurance reports beneficial ownership of 3,153,440 Nova Ltd. ordinary shares, representing 10.6% of the class. This percentage is based on 29,652,464 ordinary shares outstanding as of June 30, 2025, as disclosed by Nova Ltd.
How are the 3,153,440 Nova Ltd. shares held by Harel Insurance and its subsidiaries broken down?
Of the 3,153,440 shares, 3,040,277 are held for public investors via funds and insurance products, 41,948 are in third-party client accounts managed by a subsidiary, and 71,215 are held for Harel’s own account, according to the filing.
What voting and dispositive powers does Harel Insurance report over Nova Ltd. shares?
Harel reports no sole voting or dispositive power, with 3,111,492 shares under shared voting power and 3,153,440 shares under shared dispositive power. These powers largely arise through its subsidiaries managing funds and client accounts that hold Nova Ltd. shares.
Does Harel Insurance admit full beneficial ownership of all Nova Ltd. shares reported?
Harel states the filing should not be construed as an admission that it is the beneficial owner of more than 71,215 shares, which are held for its own account. Most reported shares are held for public investors and client accounts managed by its subsidiaries.
On what date did the reportable event occur for Harel Insurance’s Nova Ltd. holdings?
The reportable event date is February 5, 2026, triggering this Schedule 13G/A. The ownership percentage of 10.6% is calculated using Nova Ltd.’s June 30, 2025 share count of 29,652,464 ordinary shares outstanding, as previously reported by the company.
Is Harel Insurance seeking to influence control of Nova Ltd. with its NVMI shareholdings?
Harel certifies that the Nova Ltd. securities were not acquired and are not held for the purpose of changing or influencing control of the issuer, and are not held in connection with any transaction having that purpose, aside from activities related to a nomination under Rule 14a-11.
